Canary PEPE ETF Filed Non-offering registration

What the company does

The Canary PEPE ETF is an exchange-traded product that issues shares of beneficial interest seeking to provide exposure to the price of PEPE Coin (PEPE) held by the Trust, less the expenses of the Trust's operations and other liabilities. The Trust holds PEPE and establishes its net asset value by reference to a Pricing Benchmark calculated as a 60-minute time-weighted average price of an Underlying Index aggregating executed trade flow of major PEPE trading platforms. The Trust is sponsored by Canary Capital Group LLC, a wholly owned subsidiary of Canary Capital Group Inc., and is not registered under the Investment Company Act of 1940. The Trust enables investors to access the PEPE market through a traditional brokerage account without the potential barriers or risks of acquiring and holding PEPE directly.

Use of proceeds

Proceeds received by the Trust from the issuance of Baskets consist of either PEPE or cash. Deposits of PEPE are held by the Custodian until transferred or sold in connection with redemptions of Baskets or to pay fees due to the Sponsor or Trust expenses and liabilities not assumed by the Sponsor. Deposits of cash are held by the Cash Custodian until used to purchase PEPE, delivered out in connection with redemptions, or transferred to pay Sponsor fees and Trust expenses not assumed by the Sponsor.

Underwriters

Underwriters are not applicable to this non-offering registration.

Extracted from S-1 0001999371-26-007908, filed Apr 8, 2026 and verified against that filing text.

Key risk factors

• Speculative nature of investment

  “AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS WHO ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD PEPE. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.”

• No 1940 Act regulatory protections

  “The Trust is not a fund registered under the Investment Company Act of 1940, as amended (the "1940 Act"), and is not subject to regulation under the 1940 Act. Investors in the Trust will not, therefore, receive the regulatory protections afforded by funds registered under the 1940 Act.”

• Sponsor not subject to Advisers Act fiduciary standard

  “The Sponsor is not an "Investment Adviser" (as defined in Section 202(a)(11) of the Investment Advisers Act of 1940, as amended (the "Advisers Act")), and therefore the Sponsor's provision of services to the Trust will not be governed by the Advisers Act and is not subject to a fiduciary standard of care.”

• No CFTC protections

  “The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the "CEA"), and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (the "CFTC") as a commodity pool operator or a commodity trading advisor. Shareholders in the Trust will not benefit from the protections afforded to investors in any PEPE futures contracts on regulated futures markets.”

• Conflicts of interest

  “There are present and potential future conflicts of interest inherent in the Trust's structure and operation you should consider before you purchase Shares.”

• No FDIC insurance

  “THE SHARES ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.”

• Use of share proceeds for continuous offering

  “The offering of an indeterminate amount of the Trust's Shares is registered with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Act of 1933, as amended (the "1933 Act"). The offering is intended to be a continuous offering.”